Disclaimer: I own nothing. Star Wars Rebels is owned by Disney and Max Steel is owned by Nerd Corps Entertainment.


Max Steel: Rebels

Chapter 1: From Hero...

Copper Canyon, California, United States

Being a hero means always being ready to spring to action when a crisis emerges, not lagging for a single moment because lives could be on the line. Charging headlong into danger, because that is what you do: face danger and defend those who can't defend themselves. General heroics, or what people would assume would be the general state of things for heroes. At the moment, that wasn't necessarily the case for Copper Canyon's resident hero Max Steel as there didn't really seem to be anything happening.

Like at all.

This was why the hero was currently sitting on one of the city's main skyscrapers, his legs dangling over the ledge as the hero looked out across the sprawling urban hub. Listening to the expected noises a city like this would make. It wasn't until an exasperated sigh broke the general drone of the urban environment as a cyan-blue flash burst from the chest of Max Steel's Steel-Suit and Max's partner, an Ultralink by the name of Steel appeared.

"This is so boring!" complained Steel as he glanced out across the city, "Why doesn't something happen already?!"

"Steel, it's only been ten minutes," pointed out Max as he tilted his head at the Ultralink's dramatic outburst. The helmet lit up before retracting into many hexagons, revealing Max's bemused expression.

"When you can think as fast as I can process, ten minutes can feel like an eternity," explained the Ultralink as he spun around to face Max, putting his little arms on his small body, as if he was a human putting their hands on their hips.

"Still, it wasn't like we had anything important to do," shrugged Max, a teasing grin appearing on his face, "Or, what you consider important being playing T.U.R.B.O. Warriors again."

"Hey!" snapped Steel sharply, "I'll have you know T.U.R.B.O. Warriors is important to me; not to mention we have a title to defend!"

"You mean I have a title to defend," corrected Max before placing his hand on his chin, as if recalling a memory, "I seem to remember someone choking at the finals…"

"Let's not talk about that," muttered Steel, still bitter about choking at the end of the tournament. Curse Earth programming and glitches! However, his tone shifted as he changed the subject, "But video games aside, let's talk about you, Max."

He floated over back to his best friend, "You've been pretty quiet these last few days. Something you wanna tell your best buddy, Steel?"

Max's expression fell a bit as he looked away for a moment, "Not exactly," the less than committed reply was not lost on the Ultralink, but that didn't stop the alien robot from pressing the matter.

"Max, you know I'm not gonna stop pestering you?" pointed out Steel as he began using his right digit to start poking Max in the head repeatedly, "Come on."

*poke*

"Out with it, Max."

*poke*

"I'm not gonna stop-"

*poke*

"poking you until-"

*poke*

"you tell me."

*poke*

"Alright, alright!" snapped Max as he used his left hand to catch Steel's digit to prevent him from poking him again, "Jeez, I'll clue you in. Just stop poking me."

"Was that so hard?" inquired Steel as he gave Max a quizzical look, causing his best friend to groan as he rolled his eyes. He knew the Ultralink well enough to know that sometimes, it takes being annoying for someone to let you in when they know something is bothering them. He also knew that when something secret was involved, Steel couldn't help but stick his proverbial nose into whatever that was. These were some of Steel's best and worst qualities, but Max still loved him.

With a deep sigh, Max looked down at his hands, "It's been a year, Steel."

Steel's eye widened a bit before growing a bit softer, he knew what Max was referring to. He knew that this was a topic that was still something his best friend never really got around to addressing.

"Oh, yeah," said the Ultralink softly, his eye glancing down as he floated down beside Max to 'sit' next to him, "I didn't realize it had been a year."

"You're not the only one," said Max, closing his eyes, "Still feels like it happened yesterday."

The two remained there in silence for a few moments, neither saying a word as it didn't really seem like there was anything worth saying. What could be said really? What happened wasn't something the young hero was particularly comfortable talking about. Regardless of how much time has passed. Still, his concern for his best friend was what led Steel to ask from time to time if Max wanted to talk about it.

"You wanna talk about it?" Steel asked after a few more seconds of silence.

"Not really," replied Max, his tone a bit down. Seeing that he still wasn't ready to talk about this, the Ultralink remained silent as the two just looked out across the city.

At least until Steel started ringing like a phone, getting the attention of both Max and the Ultralink. Steel hovered up into the air in front of Max. From the alien robot's eye, a holographic screen appeared with a video call of his uncle, Forge Ferrus, Commander of N-TEK.

"Max," addressed the man as a few more grey hairs had started showing in the Commander's hair, "We need you and Steel to come in, pronto."

"Woah, slow down, Uncle Ferrus," asked Max, caught off guard by his uncle's urgent tone, "Something happen back at base?"

"Not here," explained Forge as a few N-TEK agents could be seen scrambling behind him, "But our sensors just detected a massive burst of energy."

"Another one?" interrupted Steel. For some time, energy bursts have been appearing across the globe. Whatever was causing them always disappeared before Max or any nearby N-TEK forces could identify the source behind the bursts, "This is what, the tenth burst this month?"

"We were able to identify the cause this time and trace it back to the source," informed the N-TEK Commander, his tone growing a bit grim, "We need you to come in and get ready."

"How come we can't meet you on the fly?" Asked Steel, a little curious to know why they had to go in before heading out when it was easier to meet up with them on the way to whatever was causing the energy bursts.

"Listen, Max, Steel; it's… complicated," replied Ferrus, the teen and the hyper-advanced alien robot picking up on the man's hesitation, "Just come in, we'll explain everything."

"Right," Max answered as the holographic screen vanished.

"Did you notice how your uncle hesitated for a second?" Pointed out Steep, a concerned look in his eye.

"Yeah," nodded Max, giving his best friend a somewhat weary look, "And I think I know why."

Getting to his feet, Max crossed his arms across his chest while Steel hovered in front of him.

"Go Turbo: Flight!" Shouted Max as he uncrossed his arms and Steel's arms snapped into position before the entire Ultralink slammed into his chest. His entire body lit up with a bright cyan blue, pieces of the Steel suit breaking apart before reforming into the Turbo Flight Mode. As the last pieces formed back together, Max shot into the air and took off in a burst of T.U.R.B.O. Energy while a small trail of residual energy was left behind in his wake. The hero wasted no time as he and his robotic best friend flew towards the base.

However, despite Max's gut feeling, neither of them had any clue what they were in for.


N-TEK wasn't a typical agency, and not just because N-TEK was founded to put a stop to the galaxy's greatest threat: Makino and his Ultralink army.

Rather in that, it didn't operate within normal parameters like other government agencies. Being privately funded, it had more freedom to do things the typical military wouldn't be able to. That being said, one major difference was that N-TEK had access to better technology and weapons.

A fact that was made clear as Max Steel closed in on the summit of a mountain. As the hero descended towards the mountain, the top suddenly began disappearing; retracting as the stone turned a lime green before vanishing in a series of hexagons.

Once enough pieces had vanished, a narrow tunnel was revealed, letting Max descend down into the mountain where a hidden base was soon revealed. This was N-TEK headquarters, and currently, it was still being somewhat repaired from Makino's attack, almost one year ago. Granted, there were still some parts that required maintenance but overall, the base was in functioning condition.

A fact that was made pretty clear when he saw multiple N-TEK agents scrambling and preparing to move out at a moment's notice. Flying closer to the ground, Max flew towards the entrance to the main base, hovering by the landing pad before jumping down just at the doors, Flight Mode disappearing in a burst of energy as the hero rushed towards the command center. Steel unlinked himself from Max's chest as both Ultralink and Hero entered the command center.

Already present were Kat and Jefferson, the two were N-TEK's best pilots, having a casual friendship, or on the surface, but pretty much in N-TEK knew they had feelings for each other. It was a little cute, to see two experienced agents act like high school students that had a crush on each other, but didn't know how to approach one another. Also in the center was Berto, one of Max's closest friends when he first joined N-TEK. The young scientist helped Max in a lot of ways, be it with C.Y.T.R.O., or making some new gear for Steel to interface with. This left only his Uncle Ferrus, the Commander of N-TEK, and his mother and his father: Molly and Jim McGrath or Ja'em Mk'rah.

His mother and father were there at the very beginning, helping found N-TEK with Ferrus and preparing for Makino's eventual arrival. For pretty much Max's entire life, he thought he had lost his father in an accident with Steel but it turns out that Jim had survived and was caught in Makino's clutches. Being used to power the Alpha Link, Makino's planet-sized ship purposed to absorb other words into itself.

Max, Steel, and Molly couldn't have been happier when it was revealed Jim had survived and they could be a proper family. But as they say, there's no rest for the weary. As was the case with Makino attempting to destroy the Earth as a last-ditch attempt to destroy the Earth and Morphos rearing its ugly head. Now, it seemed like there was another problem to deal with.

"So, what's happening with the energy bursts?" asked Max as he headed over to the central table, Steel hovering just beside him. However, upon arrival, the young man picked up on the reluctant atmosphere in the room, "Something the matter?"

"Max…," Molly spoke first, her tone a bit somber, "Are you sure you want to take part in this mission?"

"Why wouldn't I?" inquired the hero.

"It's who's responsible for the energy bursts," spoke up Kat as she pressed some buttons on the table, bringing up a hologram of someone Max was all too familiar with; clad in a pitch-black armored containment suit, with a black mask, and glowing red lenses for eyes. Blotches of crimson appeared on his chest, ribs, shoulders, back, arms, legs, and knuckles, glowing like embers of a dying fire. It was the man who was helped found N-TEK along with his family before nearly killing his father when he tried to take T.U.R.B.O. Energy for himself, assisting Makino in his attempt to absorb the Earth, the creation of that monster, Morphos, and a variety of other crimes; one more recent, but in league with nearly killing Jim.

Glaring at the image, Max stared at his arch-enemy: Miles Dread.

"Dread," stated Max with disdain before letting out an annoyed sigh, "Should've figured it was him. Who else would've gone after pieces of Makino's ship when we blew it up."

After Max, Steel, and Jim defeated Makino, their combined T.U.R.B.O. Energy caused the Alphalink, Makino's flagship, to begin overloading before it detonated. Caught up in their moment of victory, and Makino making a comeback, no one at N-TEK thought about the debris from the Alphalink raining back to Earth and who might get their hands on it. An oversight as it now turned out on their part.

"A few people actually," stated Forge as he stepped towards the table, turning his attention to the hologram, "But none of them would be able to do this, except for Dread, and possibly Toxzon."

"Then what are we waiting for?" asked Max, his eyes narrowed, "Let's go stop him."

"Max, you need to slow down for a second," spoke up Jim, approaching his son to place a hand on his shoulder, "Are you sure you're ready for this?"

"Why wouldn't I be?" asked the young human-Takonian hybrid.

"It's just that, you haven't really been yourself for a while," clarified Berto from his side of the room, "Not since, well… you know."

Max frowned as he brushed his father's hand off his shoulder, "I'm fine, nothing to worry about."

"Listen, Max, no one blames you for what happened," interjected Jefferson, "We're just not sure you heading into this would be a good idea?"

"Then why bother calling me in at all if you're just going to make me sit on the sidelines?" asked the teen glancing at Ferrus for a moment, who scratched the back of his head with his robotic arm.

"We're just worried about you, Max," explained Molly as she approached her son, bringing up her right hand to cup Max's cheek, "You barely see your friends anymore and you spend most of your time in the training room."

Max looked down at the floor, not meeting his mother's gaze. He knew what she was talking about, what they all were talking about. He couldn't fault them for being worried. But he also couldn't really afford to sit on the sidelines either.

"I get that you're all worried, why you think me heading into a fight with Dread is a bad idea," said Max, taking hold of his mom's hand and lowering it gently, "I'm still not over it, I don't think I'll ever get past it, but right now we can't really think about that. Not with Dread messing around with tech from Makino's ship."

Everyone present glanced at each other; they couldn't really argue with Max's reasoning. Dread with Makino tech is a threat they couldn't afford, and they really couldn't afford to be one man down because he might have some personal issues with Dread. They could argue that Max could stay here and let Steel and his father deal with Dread, but sadly, Jim was still recovering from when Makino Ultralinked with him, so that avenue was a bust.

"He's right," sighed Ferrus, "With what's on the line, and the power levels we recorded from the energy bursts, whatever Dread is planning, we can't afford to hold anything back, regardless of personal feelings."

However, he still had to be certain, "But are you sure you can do this?"

"Dread was gonna show his face sooner or later," replied Max with conviction, "I can do this."

The commander of N-TEK held the boy's gaze for a second before nodding, "Good, now here's the plan…"

As the group began going over the plan, Molly took hold of Max's shoulder, "Are you sure you're ready for this?" She asked quietly, worrying over her son's wellbeing.

"I can do this, mom," assured Max, meeting her gaze, "I promise."

Molly stared at Max for a moment before letting out a sigh, "Okay, if you're sure."

The young hero nodded, confirming that he was, however, before he could join the briefing, the co-founder of N-TEK gave her son a caring hug, holding him close to her. Max returned the hug not a moment after she started it.

"Happy birthday, Max," said Molly quietly.

"Thanks, mom," replied Max as the two joined the briefing.


Once everything had been readied and all of N-TEK's soldiers had been briefed on their mission, the secret agency's battle fleet exited the mountain base's main entrance.

While they could have taken the Daedelus Platform, N-TEK's battleship and mobile command base, it was still in drydock being repaired from Makino's invasion. Granted, it had been a year and a few months, it was also an enormous target and far too slow to get to the coordinates Berto had calculated where Dread's hidden base was located in time. So this left the closest base and all the battle craft it had stored there to ship out and launch a full-on assault on Dread's base.

As N-TEK's ground and aerial forces headed towards Dread's base, a vehicle unique from the standard green and white APCs and tanks sped towards the front of the convoy, taking point. This vehicle was a bit smaller than an N-TEK tank but far larger than any civilian vehicle, with a silver and black paint job, a sleeker design, lower to the ground, chunky tires with additional headlights on the front tires, a central cockpit with seating for two, and lastly Max Steel's Logo on the front grill of the vehicle, just about the grapple launcher. The vehicle let out a powerful roar from its custom engine block that was followed by a shrill whine of the supercharger as wisps of T.U.R.B.O. Energy trailed behind the rear tires.

This vehicle was actually Max's, the Turbo Car, however, it was clear that Berto had completely rebuilt the car from the ground up. Instead of being similar to a buggy, it was now a sleeker, heavily armored tank with 1600 horsepower, and a top speed of about 270 mph. Suffice to say, this was Berto's latest work of art.

"How's it handle, Max?" inquired the aforementioned scientist from Kat's jump jet, joining the fight in his own way with C.Y.T.R.O., Berto's modified N-TEK drone.

Coming equipped with not just a better paint job and face, the Cybernetic Tactical Robot Operative came with a heavy fusion cannon for a right arm that could fire either powerful charged shots or rapid-fire smaller ones and could deploy a wrecking ball or grapple. The remote-controlled robot was also equipped with missile launchers attached to the back, and jet thrusters that were connected to the bottom end of the missile launchers. However, the most important part of C.Y.T.R.O. was the many Turbofied Weapons carried inside that Steel could interface with and Max could amp up with his T.U.R.B.O. Energy. Currently, the powerful robotic armory was taking flight with the squadron of jump jets in the air.

"Don't know, Berto," shrugged Max from the cockpit of his newly improved Turbo Car, "Feels like it's lagging if I'm being honest."

"Sounds like you're slipping, buddy," joked Steel, picking up on Max's teasing tone of voice.

"Yeah, yeah, laugh it up the both of you," snorted Berto over the comm, "While it would have been a good idea to do this in training, to get a feel for it. But with what's going on, now's as good a time as any to get to know the Turbo Car Mark 2."

"So what new bells and whistles are we talking?" inquired Max, taking a particular interest in the new seats and steering wheel.

"The Turbo Car Mark 2 can do everything the old car could, but with some new features," explained the young inventor, "Stealth Mode has been refined, thanks to Steel lending me the specs for your Turbo Stealth Mode. So now the car can turn completely invisible. Not only that, the hidden flip-out armory has been upgraded into a full-on Battlemode."

"I'm liking where this is going," commented Steel, checking the diagnostics of the car, seeing what other new features Berto included.

"Along with rockets, Battlemode completely transforms the car into an omnidirectional tank with a heavy Turbo Cannon and twin Vulcan Turbo Miniguns. The arms of the Turbo Car extend out and raise the entering car up, providing better ground clearance and line of sight," added Berto, "Plus, either you or Steel can remotely pilot it if you need to."

Max let out a laugh as he decided to drift around a corner, noticing how solid it felt, "Berto, after this I owe you big time."

"I'll put it on your tab," chuckled the Mexican inventor.

"Cut the chatter you three," interrupted Ferrus over the comms, "We're closing in on the target."

Sure enough, the N-TEK fleet was closing in on a remote mountain in the Rockies. Thankfully, the location was well and good away from any towns or roads, so civilians wouldn't get caught in the crossfire. It also meant that Max wouldn't have to worry about making mistakes and could focus on stopping Dread, except it seemed like things weren't going to be that easy.

Waiting for them at the entrance to Dread's compound were Jason Naught, Dread's right-hand man, Ultimate Elementor, Blast, Prism, and dozens of Dreadnaughts.

"Guess Dread sent out an invite to everyone," noted Max as he gunned the accelerator.

"Sure looks that way," agreed Steel as he readied the weapon systems.

As the N-TEK forces drew closer, Naught shifted into his cyborg mode.

"Take no prisoners!" shouted Dread's lapdog as the Dreadnaughts, open-fired on the incoming N-TEK forces. Blast also joined in on the shoot-out, firing beams of crimson energy from his cannons.

As Naught, Blast, and the Dreadnaughts focused on the Ultimate Elementor focused on the approaching Turbo Car.

"Nice wheels, Max Steel," complimented Earth Elementor, temporarily taking over as he slammed one of his fists into the ground, causing a pillar of rock to shoot up in the path of the vehicle. Reacting quickly, Max swerved out of the way, spinning around as he brought the front of the car to face Elementor, "Too bad it won't help you!"

It went without saying that Ultimate Elementor was one of Max's toughest enemies. Being a forty-foot-tall elemental monster, comprised of four Ultralinks combined in one body, this beast was just short of being unstoppable. With a hunched back, four arms, a long tail, massive claws on the hands and feet, and a mouth full of razor-sharp teeth with smaller needle-like fangs in between the larger teeth, the only real weakness Ultimate Elementor had was the four energy orbs in his forehead. Since Ultimate Elementor was made of four different Elementors, they could switch whatever part of the body to either earth, water, air, and fire, or the entire body as a whole. Basically, Ultimate Elementor was not someone to take lightly. A fact Max Steel was very aware of and really glad he put in so much effort into training to better deal with this monstrosity.

"We're just getting started, big guy," retorted Max Steel, pressing a button engaging Battlemode. This caused the four arms that acted as the car's suspension to swing out and raise the entire vehicle up. Directly behind the cockpit, a large gun barrel extended and was flanked by two miniguns. A salvo of rockets shoots out from the Turbo Car, just behind the main turret.

Ultimate Elementor raised all four of his arms and erected a stone wall in front of him, blocking the rockets, but the following explosion caused the elemental monster to growl in anger as the rockets destroyed the wall entirely. Now exposed, Max fired the main cannon, striking Ultimate Elementor in the chest, blasting him back. The monster comprised of four Ultralinks let out an enraged roar as he was knocked onto his back, but was able to right himself.

"Turbo Car's no joke," said Steel, surprised by the power of the main gun.

"Neither are we," added Max as he removed the seatbelt and pressed two buttons, one to open the roof hatch and the other to set the turret to sentry mode, targeting the closest Dreadnaughts.

Jumping out of the car, Max crossed his arms over his chest while Steel unlinked from the car, "Go Turbo: Strength!" The hero shouted just as his best friend got into position and slammed into his chest. Max Steel was consumed in Turbo Energy as the Steel Suit broke apart and reformed into Turbo Strength Mode.

As Max went to take on Ultimate Elementor, the rest of N-TEK's forces took on Naught, Blast, and the Dreadnaughts. While Kat and Jefferson struck from the sky in their respective Jumpjets, Forge and Molly led the ground assault with Jim coordinating from the rear, still not being fully healed. Taking cover behind an APC, Forge swung his assault rifle out and gunned down a few Dreadnaughts that got too close.

"Give it up, Naught!" shouted Ferrus to Jason, who was using his arm cannons, shooting at whatever N-TEK agent he could. Only directing his attention to the N-TEK Commander when his name was called, "There's only one way this ends!"

"Maybe for you," retorted the cybernetic man, sneering arrogantly, "But we'll have the final say in this conflict! One way or another!"

With that, Jason charged up both his hands, causing a glowing silhouette to appear around them before he fired the glowing fists at the APC. Seeing the incoming projectiles, Ferrus dove away from his cover, letting the fists destroy the N-TEK vehicle, sending a few agents that had taken cover behind to scatter.

Without any cover, Ferrus saw Blast take aim at him.

"Last day on the job, human," growled the enhanced laser gun as his right arm cannon charged up.

"Aw crud," muttered the N-TEK commander. He prepared himself for when Blast fired, however, the Ultralink never got the chance as he was tackled by a green and white blur that plowed through several Dreadnaughts.

"Mind if I have this dance?" quipped Berto, through C.Y.T.R.O.'s speaker as he slammed the Ultralink into the cliff face near Dread's base. The N-TEK robot took aim at Blast, but before he could fire, the Ultralink rushed C.Y.T.R.O. and rammed his shoulder into the walking armory's chest.

The impact caused C.Y.T.R.O. to slide back a few feet, giving Blast more than enough space to ready his guns. Quickly reacting, Berto commanded C.Y.T.R.O. to take off into the air, dodging the red bolts of energy fired by the Ultralink. With the flight advantage, C.Y.T.R.O. returned fire, charging his fusion cannon and discharging powerful shots which exploded on impact.

While C.Y.T.R.O. kept the pressure on Blast, Molly was busy taking on Prism. The Crystal Ultralink was not making it easy on the woman, but Molly was not one to be taken lightly, proving that as she used her energy katana to its fullest. Every time Prism swung at her or tried to impale the martial artist on one of his arms, Molly expertly dodged and retaliated with a slash from her sword.

"Flawless skills," noted Prism as he fired several crystal shards at one of N-TEK's founders, "I appreciate such characteristics."

After the compliment, Prism stabs his right arm into the ground, sending a line of crystals shooting up, attempting to impale Molly, but the seasoned martial artist avoided them with ease.

"I came here for a fight, not to be complimented," stated Molly, shifting her katana into a whip and lashing the weapon right at Prism. The end striking the Crystal Ultralink in the eye, causing a surprised and angered scream from the alien robot. Narrowing his eye, Prism sent a wide wave of crystals at Molly, forcing her to flip back and away from the sharp projectiles.

As the fighting was growing more and more intense, Jim had started to pick up energy spikes coming from the mountain itself. Each spike was appearing more frequent and far more powerful each time. The first Max Steel frowned as he ran a diagnostic of the mountain, but found it was shielded, so he couldn't penetrate very deep. Even though he couldn't scan the mountain, he could still detect energy coming from it.

"What are you doing, Miles?" muttered the sole survivor of Takion before he pressed a button on the console he was manning.

Back in the fight, Max Steel was wailing on Ultimate Elementor, charging his punches with T.U.R.B.O. Energy. Currently, Fire Elementor was in charge, shooting fireballs at the hero and Ultralink traitor, Max easily avoiding the shots of fire. Fire growled as he sent a stream of fire at the hero.

"Steel, see if you can boost our durability," requested Max jumping to the side before taking off in a sprint. Fire Elementor swinging the stream of fire after them.

"On it," replied the Ultralink as he diverted Max's T.U.R.B.O. Energy into Strength Mode's armor.

Strength Mode's bulky frame shimmed as a cyan glow surrounded it. Stopping, Max raised his right arm to shield his head as Fire Elementor finally caught up and the stream of fire swept across the armor.

"Max," said Jim over the comms, "This fight is just a distraction."

"Yeah, it's a little hard to miss, dad," replied Max as he kept his footing, being extra careful not to lose it, otherwise he would be blasted away by Fire Elementor's stream.

"Max, your father's talking about this entire fight," clarified Steel as he was picking up the same energy spikes coming from the base, "None of these guys are really trying to end this fight. Elementor has never been this passive in a fight."

Max could see where Steel is coming from. Even with all the training he and his partner put in the simulator and their stronger Turbo Modes, Ultimate Elementor was still a huge struggle to deal with. At his core, Elementor was little more than a one-track monster fueled by a hatred for Max Steel, despite the four Ultralinks making up the elemental monster, hating each other, and would attack with a ferocity only matched by Metal Elementor and the late Makino.

"Then I guess we should stop messing around and get in there," suggested Max as he charged T.U.R.B.O. Energy into his hands. After enough energy had collected, Max Steel swung both his arms out before clapping them together. This created a shockwave of Cyan Energy that pushed the stream of fire away from the hero and collided with Elementor.

The monstrous Ultralink growled as it took a step back, narrowing his eyes as Max Steel.

"You've learned some new tricks, Max Steel," noted Air Elementor, taking over momentarily.

"You'll find we're full of surprises," replied Max with a grin behind his mask, "Go Turbo: Speed!" In a burst of cyan energy, Strength Mode was replaced by Speed Mode.

Air Elementor growled as he raised his upper right arm, the tips of his two claws crackling with electricity. In a burst of lightning, the four combined Ultralinks sent a bolt right at Max Steel, however, thanks to Speed Modes, well, Speed, Max was able to dodge the bolt.

"Uh, Max?" Asked Steel as his partner continued dodging bolt after bolt of lightning, "I thought you said to stop messing around."

"I got an idea, just need to keep Elementor busy for a second," explained Max, "Mom, Uncle Ferrus, Berto; I need you guys to get Blast, Naught, and Prism to bunch up for a second."

"What are you planning, Max?" Asked Ferrus through the commlink.

"Let's see if Elementor's size can help us for a change," answered Max, continuously dodging the bolts of lightning and fireballs thrown at him by Elementor.

"I think I see what you're planning," said Berto as he had C.Y.T.R.O. deploy his wrecking ball and smashed into Blast's head, causing the Ultralink to stumble to his right. Ferrus and Molly had also caught onto what Max had in mind, maneuvering themselves around Naught and Prism, attempting to force them together.

"Just what are you all planning?" muttered Naught, being familiar with underhanded tactics as he fired laser after last at Forge, the N-TEK agent just able to avoid the laser fire. While lasers could move at the speed of light, Naught's aim was less than desired.

"Why ruin the surprise, Naught?" quipped Ferrus as he slung his rifle across the back before drawing his knife.

Sprinting toward the former CEO of THI. Naught fired more lasers at Ferrus, but the veteran commander ducked and rolled to avoid the shots. Rolling back to his feet, Ferrus launched himself at Jason, the jets on the back of his armor firing and accelerating the man towards the Cyborg. Letting out a battle cry, Ferrus tackled Naught, leading with his shoulder as he lifted the cybernetic man into the air before using all his strength to hurl Dread's right-hand man at Blast.

Naught collided with Blast, the Ultralink whipping around to face the human, his single eye narrowed.

"Watch it, human," threatened Blast, his right arm cannon glowing menacingly to back up his warning.

"What yourself," retorted Naught as he picked himself up, "Forge isn't so easily dealt with."

"History would disagree with you," stated Prism as he backed up to the two, firing crystals at Molly, forcing her back, and giving himself space from her energy whip, "I remember us converting Forge to our cause for a time."

"For all of a few hours," reminded Naught, frowning. It was then the three started bickering more. Which is just the opening Max needed.

"They're distracted," said Max as he put some distance between him and Elementor before getting ready to charge as the beast switched to Earth, letting out a growl. Unknown to the villains, they were standing in between the entrance to Dread's hideout and Elementor. A perfect chance for Max to use.

"Hope you know what you're doing, Max," commented Steel as Max readied himself, getting into a sprinting stance.

"So do I," agreed Max as his body surged with Turbo E.N.E.R.G.Y. before the hero took off towards Ultimate Elementor.

The monster let out a roar as it lifted boulders up from the ground and hurled them towards Max Steel. The hero dodges from right to left, avoiding the falling hunks of rock, while also picking up speed. Getting in closer, Max Steel crossed his arms.

"Go Turbo: Strength!" shouted Max Steel, his body switching from Speed to Strength Mode. Charging his power into his legs, he took two huge steps, lunging forward before on his third step, jumping up, right towards Elementor's face. Nearly breaking the sound barrier, Max Steel smashed his knee into the monster's chin. Elementor let out a roar of pain as his jaw nearly exploded into pieces. While it wouldn't kill the combined Ultralinks, it still wasn't fun. However, Max Steel wasn't finished yet. Using his arms, he swung them around and used the momentum to flip forward over Elementor. Max Steel nearly passed over Elementor, but reaching behind him, Max slipped his large fingers in between the large fangs of Elementor, being mindful of the smaller needle-like teeth of his enemy.

With a yell of effort, Max Steel used a good amount of T.U.R.B.O. Energy in his arms to hurl Ultimate Elementor right at the gathered Jason Naught, Blast, and Prism.

Hearing the roar, the three turned to see the enormous mass of Ultimate Elementor tumbling towards them. However, only Naught was able to avoid the incoming elemental monster, being the smallest and the first one to see it. Diving out of the way, Jason hit the ground as Elementor collided with Blast and Prism. The monster kept going, Blast and Prism were caught by his immense size and smashed right into the blast doors of Dread's base. The metal crumpling under Earth Elementor's mass.

Jason groaned as he turned to see the entrance completely smashed open. A frown spread across his face as he faced Max Steel, who was approaching him.

"Not quite a strike," quipped the hero as he closed in on Naught, punching his right fist into his left hand, "But I can still get a spare."

"Very clever," snapped the villain as he got to his feet, "Using Elementor's size against us."

"Wasn't that hard," shrugged Max as he stopped just in front of the cyborg, "Besides, I've had a lot of practice lately."

"Trying to make up for last time?" sneered Naught as he was back on his feet. Noting the pause in the hero, smirking sinisterly, "Well, I hope you're ready for a repeat!"

Jason Naught charged both his arms, a glowing fist appearing overtop his own. Before he could fire, Max Steel lunged forward and grabbed Naught's fist. The villain's eyes went wide as the hero's hands glowed brightly. Suddenly, Naught's arms exploded, backfiring and blasting him back and away from Max Steel. Naught fell onto his back, his robotic arms completely blown to pieces.

"My arms!" cried Naught as he looked at the stumps of what was left, "You'll pay for that, McGrath!"

"Knowing you and Dread, you can afford to replace them," replied Max evenly as he dropped what was left in his hands. He didn't even address the fact that Naught knew who he was. He was sure Dread had something to do with that.

"A little dark for you, Max," commented Steel, surprised by what his best friend did. Max didn't respond as Ferrus, his mom, and C.Y.T.R.O. came over to join the heroic duo.

"Not too shabby," complimented Ferrus as he sheathed his knife on his belt. Forge didn't really have any ground to try to chastise Max about destroying a person's arms when he himself tore off one of Naught's arms a few years ago. He then directed his attention to Naught, raising a hand to his communicator in his ear, "Prep a cell back at base, we got a live one."

"You think this changes anything?!" demanded Naught angrily as he sat up.

"Not really," replied Max as two N-TEK agents Ferrus requested over the comms came over, their weapons at the ready as they escorted Naught away, "But I think taking down Dread will."

"Oh, we both know that beating Dread won't change anything," snapped the former CEO, a sinister grin, "At least that's how it worked last time, right?"

Max Steel clenched his fists tightly as he glared at Jason Naught, Molly, and Ferrus sharing a similar glare, "Get him out of here," ordered Ferrus, one of the two agents shoving Naught along as they headed for one of the transports.

"You okay?" asked Molly, noticing her son's clenched fists.

Max let out a sigh as he loosed his hands, "I'm fine," he said before heading towards the broken entrance, "Come on, we still got to finish this."

Molly nodded as her son charged forward, Ferrus and C.Y.T.R.O. following them into the huge hole that was created by Max using Elementor as a makeshift wrecking ball. It would be just them for the moment, Kat and Jefferson were still dealing with Dread's forces, along with nearly all the N-TEK agents, and Jim still needed time to recover. For the moment, it was just them.


Like Dread's previous bunker, the one he used during his brief takeover of the N-TEK mainframe, this base had a large staging area, with a raised platform towards the back of the area. On the platform, a large machine could be seen. With a black paint job and red markings on the three prongs that pointed upward, it was positioned directly under a shaft that Max guessed was the top of the mountain. However, what put the heroes on edge was the fact that only Ultimate Elementor, Blast, and Prism were visible.

"Where's Dread?" asked Forge looking around, keeping his rifle trained on Blast.

"He should be here," informed Berto through C.Y.T.R.O.'s speaker, readying the robot's cannon and missile launchers, "Scanners show he is closeby."

"Show your face, Dread," called out Max, tightening his fists.

"Your fight is with us, Max Steel," snarled Water Elementor, taking over for a moment, "Not the T.U.R.B.O. Leech."

"Hurtful but accurate, Elementor," spoke up a mocking voice. From the raised platform, Miles Dread stepped forward, holding his hands behind his back. His footsteps echoed with a metallic clank as the original founder and CEO of THI, former Co-founder of N-TEK, and former funder of N-TEK approached the edge of the platform. His body was still fully clad in his iconic black armor, the red blotches that littered his body pulsing with Negative T.U.R.B.O. Energy, a result of Dread's influence and need to keep himself alive, "However, you can hardly blame the boy for focusing on me."

Dread then directed his attention to Max Steel, the hero didn't need to see his face to know that behind that mask, his arch-enemy was smirking, "Especially, given… previous events."

Max Steel said nothing, but Dread knew he touched a sensitive topic, noting the flicker of Energy that came from the hero's fists. Even Molly and Ferrus noticed the flicker, glancing briefly at the young hero for a moment, before returning their attention to the bad guys in front of them.

"It has been quite some time, Maxwell," noted Miles, gesturing to Max Steel, "How have you been, my boy?"

"I'll be a lot better in a few seconds," stated Max harshly, taking a step forward, cracking the floor with his foot as more T.U.R.B.O. Energy flickered around him.

"Still sore about that I take it?" inquired the energy vampire, tilting his head a bit, before letting out a dark chuckle, "Though I can hardly blame you. After all, nothing hurts more than watching you lose a loved one right before your eyes, and being helpless to stop it."

"Max, don't listen to him," warned Steel from inside Strength Mode's chest, the 'M' flashing as he spoke, "He's just trying to get under your skin."

"Dread!" snapped Molly, getting her former friend's attention, "Don't you dare go there."

"I dare to do as I please, Molly, you of all people should know this," mocked Dread, "However, you are correct; why waste words on the dead. When all that matters is the future."

"Your only future is behind bars, Dread," stated Ferrus as he took aim at the villain, "Shut whatever is you're doing down. Now."

"You are in no position to give orders, Forge," stated Miles Dread as he held his arms and turned back to his machine and made his way towards it, "Especially when you are outnumbered."

"'Outnumbered?'" repeated Max with a scoff, "Pretty sure it's an even match."

"That's where you're wrong, Max Steel," said a growly voice from behind the four. Spinning around, Max Steel looked up to see part of the ceiling melting down as liquid metal dripped to the floor. The metal then started taking form as Metal Elementor rose up. With a metallic silver making up most of his body, golden claws made up his fingers and toes, with a series of dorsal spikes going down his back and golden horn spurs on his ankles. His right handle melted into liquid metal before reshaping into a golden saw, the blades spinning up as he towered over the heroes, being just as tall as Ultimate Elementor.

From the right, a bellow sounded as another familiar face appeared. Coming out from one of the hallways leading into the staging area, Extroyer emerged. To call this man a zombie wouldn't be too far off, having pale skin similar to that of a corpse, Extroyer's eyes glowed purple as his mouth was filled with purple crystals, his jaw being made entirely out of the material. Similar crystals were incrusted into the left side of his head, with some cracks surrounding the area. The left side of his chest had a damaged Ultralink when he tried to double-cross Dread a while back but ended up having the alien robot blown up in his face as punishment for his betrayal. Now, it was covered in purple crystals along with his left shoulder and forearm. His left hand was now much larger with three clawed fingers rather than a normal hand appendage.

A familiar cackle was heard from the left as yet another familiar enemy made his entrance. Riding in on a stream of toxic sludge, Toxzon flew in and landed not far from the group. Formerly known as Tytus Octavius Xander, the mad scientist had once worked at both N-TEK and THI but was fired given how mentally unstable he was. After a run-in with Max Steel, Xander was accidentally exposed to toxic materials that mutated his entire body. The man who used to be pretty lanky and weak was now a hulking toxic mutant. His body fused with a protective form-fitting black armored suit after his exposure. With his armor permanently fused to his body, Toxzon gained size and mass, his upper torso becoming notably bigger than the rest of his body. His armor became light green and a pair of hoses connected to his mask. A line of toxins formed on his head, creating a mohawk, while two barrels were created on his back, containing his toxins. As a result of his mutation, Toxzon could also create three large retractable claws made from the toxic soup coursing through his body, from the gauntlets on his forearms.

"You are, in fact, outnumbered," stated Metal Elementor as Extroyer's body lit up with purple energy as he morphed into his gorilla form, letting out a roar as he beat his chest while Toxzon extended his toxic claws.

"Mother of Mars," muttered Forge as he took aim at Toxzon while Molly pointed her sword at Extroyer.

"What are these guys doing here?" gasped Steel, seeing now that they were outnumbered seven to four.

"Yeah, since when are either of you in bed with Dread?" asked Max glancing between Extroyer and Toxzon, "I can kinda get Metal, but you guys, especially Extroyer? Not really seeing the team up."

"Isn't it obvious, Max Steel?" demanded Toxzon rhetorically, pointing one of his claws at the hero.

"We're in this for payback," added Extroyer.

"And revenge can be an excellent motivator," declared Dread as he approached the machine, "Which is why I enlisted their help to finish this once and for all."

"So that's it?" asked Max, "Your big plan is to drag me and N-TEK out here to finish this once and for all? Have to say, none of you have a good track record when it comes to beating us."

"Maybe," shrugged Dread as he pressed a few buttons on the machine's console, the device letting out a low hum, "But this time will be different."

"How's that?" demanded the hero.

"As powerful as you are, Max Steel, victory requires sacrifice," explained Miles Dread as he pressed a few more keys before a large red button lit up. He turned around to face Max Steel and the other N-TEK members, "And I am more than prepared to sacrifice everything for what I want."

With that, he pressed the button, causing the machine to let out a low whirl as the prongs began to rotate slowly before gaining speed. The hum turned into a much louder drone as a large red panel lit up. On the panel, Max and Steel could see what looked like an Ultralink crackling with energy. Suddenly, a massive red beam shot towards the sky, passing right through the tunnel towards the top of the mountain. The beam kept going as it climbed higher and higher before it split into dozens of smaller beams and began streaking through space and away from the Earth.

"Max, the energy levels are off the charts!" yelled Jim over the comms, "What's going on in there!?"

"Trying to figure that out, dad!" replied Max as Ferrus aimed his rifle right at Dread.

"What did you just do, Dread?!" shouted Forge.

"Stack the odds even further," stated Dread as he returned to the edge of the platform, "After our last encounter depleted me of a good portion of my resources, I approached Metal Elementor with an offer: I assist him in summoning the remainder of Makino's forces across the galaxy to Earth for one purpose."

"Destroy Max Steel and avenge our Lord and Master: Makino!" shouted Metal Elementor, raising his arms into the air.

"So that's what the energy bursts were!" said Berto, realizing what was going on, "Dread has combined his T.U.R.B.O. Energy catalyst and Makino's teleportation technology into a retrieval system that's seeking out all Makino technology across the galaxy and bringing it here! Those energy bursts were him testing out his machine!"

"How does he have the power to do that!?" demanded Forge.

"It was mostly thanks to the boy, the Ultralink, and his father," answered Dread, chuckling as he held out his hand, "After the destruction of the Alphalink and Makino himself, so much Energy rained down on the world that I could draw energy from the air itself."

To prove this, he absorbs some T.U.R.B.O. Energy from out of nowhere, the power coursing through his body for a second before it turned red.

"Of course, it is only a small amount," admitted the villain as he stopped absorbing and closed his hand, "But it adds up over time."

"Do you honestly think Metal Elementor is gonna stop with just us?!" demanded Max Steel, stepping towards Dread, his hands glowing with T.U.R.B.O. Energy, "After we're gone, you honestly think they're gonna sit around and watch cartoons?!"

"It doesn't really matter to me what they do," shrugged Dread as he held out his hands, "I've outgrown this world, not when the entire universe is open to me."

"Like that's gonna happen!" shouted Max Steel as he crossed his arms, his entire body lighting up, "Go Turbo: Exo Strength!"

In a brighter flash than any previous Turbo Mode, Strength Mode was replaced by his strongest Mode currently. Exo Strength was an upgrade to Strength Mode, gaining an Exo armor made out of T.U.R.B.O. Energy. Wisps of T.U.R.B.O. Energy drifted from the Mode's arms, legs, and shoulders as Max Steel's fists crackled with power. Spinning around, Max Steel leaped right at Metal Elementor, slugging the Megalink right across the face. The blow completely knocked the former General of Makino's army onto the ground where Max slammed down onto his chest in a burst of energy and with that, the battle started.

C.Y.T.R.O. was taking on Blast and Prism while Ferrus took on Toxzon and Molly faced Extroyer, leaving Dread and Ultimate Elementor to face Max Steel. The robotic agent of N-TEK shot into the air before it fired a volley of missiles at the two Ultralinks. Prism erected a barrier of crystals to block the attack while Blast retaliated with a pair of shots fired from his three main guns. Dropping down to the ground, C.Y.T.R.O. landed with a heavy clang as he dodged the incoming shots and returned fire, letting loose several powered-up energy orbs flew toward the two Ultralinks.

Both villains took a shot, growling to themselves as both Prism and Blast fired off dozens of shards and red energy blasts at C.Y.T.R.O.. The robot quickly takes to the air once more and sailing over them.

Molly was busy with Extroyer, constantly switching between her energy sword and whip, keeping the Ultralinked mercenary at bay. The former Troy Winter pounded on his chest as he let out a roar before charging right towards Mrs. McGrath. Raising both arms, he slammed down onto the floor, attempting to crush the woman. Molly cartwheeled out of the way before retaliating by switching her sword into its whip form and whipping the gorilla across the face. Extroyer let out a growl as he swung his arm at Molly, but missed again as she dodged his swipe, jumping over the limb and coming back down with her sword, slashing at the arm, but only slicing off a tuft of fur.

Extroyer snarled as he lunged towards Molly once more, the woman readying her whip once again. Intent on keeping animalistic soldier for hire at a distance.

Forge was currently facing against Toxzon, having slung his rifle across his back and instead drew his knife in a reverse grip and a sidearm, using both weapons against Toxzon. The mutated scientist used both his toxic claws and was slashing viciously at the N-TEK commander, but Forge was pretty faced for his age, easily bobbing and weaving away from Xander's swings. After one swing, Forge retaliated by slashing the former N-TEK and THI scientist across the face, a few sparks appeared as the blade scrapped the metallic helmet. While Forge hoped to get more than a few sparks, he still had his sidearm, and fired a few shots at Toxzon. However, because it was just a sidearm, the shots were notably much weaker than the rifle, and not much worry for Toxzon's armor.

Toxzon growled as he retaliate by shooting streams of toxic sludge from both his arms at Forge, forcing the man to dodge the attack. However, even as he was avoiding the hazardous substance, Forge kept firing his sidearm at the scientist.

As for Max Steel, his fight with Metal Elementor, Ultimate Elementor, and Dread turned into a full-on brawl. Max was still on top of Metal Elementor, preparing to slam his fists back down onto the Megalink, but the former General turned into liquid metal and flowed out from underneath the hero. He joined Ultimate Elementor by his side, morphing his right hand into a mace while Ultimate switched his upper arms into the air but kept his bottom arms water. The elemental monster combined the water and wind together and sent a freeze blast at Max Steel, attempting to freeze the hero.

Max Steel was easily able to avoid the icy blast and countered by launching one of his Exo arms at the monster, the energy fist collided with Ultimate Elementor, completely blasting him off his feet. Metal Elementor followed by extending his mace's chain and swinging it at the heroic duo. However, Max was able to catch it and yank the Megalink towards himself. Once Makino's red hand was close enough, Max Steel sent both his fist right into Metal Elementor's stomach. The monster let out a roar or pain as a shockwave erupted between them and he was sent flying back where he slammed into a wall, nearly going right through before he fell to the ground.

This left only Dread as Max Steel turned to face the villain. Dread's body lit up in a crimson flash as he entered his T.U.R.B.O. Energy mode, gaining more mass and size, becoming almost as large as Exo Strength Mode. The siphon that was embedded in his chest became more star-like in shape, the same happening to the siphons in his hands. His helmet became a bit sleeker, almost samurai-like, and it seemed like the armor was reduced as a lot of the black armor disappeared and was replaced by a deep red glow. His body radiated bright red T.U.R.B.O. Energy.

Pointing his hands at Max Steel, Dread began to siphon the hero's T.U.R.B.O. Energy, drawing it into himself. Max raised his arms, trying to prevent the siphon, but there was very little he could do as the Exo armor began to flicker. Gritting his teeth, Max Steel stomped towards Dread, powering through the energy drain. Once he was close enough, he lashed out both his hands and grabbed Dread's, covering the siphons in the villain's hands. He pulled his back before smashing it into Dread's forehead. This cut off the drain as Dread was stunned for a moment but was able to regain himself. He then lunged forward, tackling his arch-enemy onto the raised platform, and began to pummel him into the ground.

Dread growled as he caught Max's right hand and slugged the hero across the jaw. As Max Steel stumbled back, the villain jumped to his feet and morphed his right forearm into a humungous blaster. Seeing the blaster at the last second, Max Steel grabbed the barrel and forced his arm away. However, Max didn't realize that he accidentally forced Dread to aim at the control panel right at the base of the machine. A bright red ray erupted from the muzzle of the blaster and struck the control panel, obliterating the means of regulating the machine.

A few seconds passed before Negative T.U.R.B.O. Energy began to arch from the machine, followed by alarms blaring through the staging area. The machine began to sputter as more energy began to form around the spinning prongs.

"You fool!" shouted Dread as he raced towards the machine's console, "Do you realize what you've done?!"

Before Max could answer, Negative T.U.R.B.O. Energy began to arc out from the device and swept across the room. The arc connected with both Blast and Prism who didn't even have time before they vanished in a red flash. Everyone stared in shock at what they just witnessed before more energy streams began to emerge from the machine.

"I should have never listened to you, Dread!" shouted Extroyer as he turned into his tiger form and attempted to escape but was hit by a stream of energy and he too disappeared.

"Max!" shouted his father into the Comms, fear in his voice as he was reading massive power fluctuation coming from inside the mountain, "Energy levels have gone critical! What happened?!"

"Accidentally broke Dread's machine, now it's out of control!" yelled Max as the noise from the machine was getting louder.

"The containment field has been breached!" stated Steel from the safety of Max's chest, "Without it, the energy is spiraling out of control!"

"Dread, fix this!" roared Metal Elementor as he dodged a few energy streams, "Dread!"

That was the last thing the General of Makino's army said before he was also struck by an energy stream, vanishing in a bright red flash. As Metallak disappeared, Toxzon had taken cover just beneath the raised platform and Ultimate Elementor was too busy trying to avoid being struck by a strand of energy from the machine. However, for all their effort they also were eventually caught by a strand, Ultimate Elementor vanishing first followed by Toxzon. And then there was just one left.

"MCGRATH!" bellowed Dread as he glared at Max Steel, pointing a finger at him, "You did this!"

"Yeah," replied Max Steel as he jumped back to avoid a stream of Negative T.U.R.B.O. Energy, "And that leaves just you to deal with."

Dread let out an enraged scream as he shot toward the hero, but Max landed a blow right across his enemy's face. The blow knocked Dread back where he was struck by an energy strand and vanished, his scream echoing through the staging area. With all the bad guys taken care of, they had to figure out how to shut that machine down.

"We need to shut that thing down, now!" yelled Forge as he, Max, Molly, and C.Y.T.R.O. formed up. He had to yell quite loud as the machine was becoming more and more unstable.

"Steel, what happens if I mix my T.U.R.B.O. Energy into that thing's Negative T.U.R.B.O. Energy?" asked Max looking down at his chest.

"Same thing that happened to that Makino Destroyer we faced for the first time!" replied the Ultralink.

"Right," nodded, he turned to face the machine and stepped towards it.

"Max!" yelled his mother, "Get away from that, it's too dangerous!"

"It'll be more dangerous if I don't do anything!" counted Max as Steel unlinked from his best friend's chest, Exo Strength Mode vanishing as he entered Base Mode, "Berto, I need you to get mom and Uncle Ferrus out of here!"

"That's not a decision you get to make, Max!" stated Ferrus, his commander's side coming out.

"Forge is right!" added his father, "We need to think this through Max!"

"I'm making it my decision," retorted Max as he glanced at C.Y.T.R.O., "Berto! Now!"

"Sorry, boss," apologized Berto through C.Y.T.R.O. as he picked up Molly and Ferrus.

"C.Y.T.R.O. you Lubbock, put me down!" shouted Ferrus struggling to get out of the robot's clutches.

"Berto don't you dare!" yelled Molly as she also tried to get free.

"Go!" shouted Max, prompting Berto to fly off before he changed his mind.

"Max!" cried out Molly as she watched her son be left behind.

"Maxwell McGrath, you need to-," started his father, but Max shut off his comm.

"You know your dad's gonna be mad, but your mom… She's gonna kill you after this?" asked Steel glancing at his best friend as the two of them dodged a stream of energy.

"I know, so we better do this quick," replied Max as he took hold of Steel in his hands and aimed him at the machine. He began channeling his Positive T.U.R.B.O. Energy into Steel, "Now!"

A bright blue beam of energy shot out from Steel's single eye and connected with the machine's core, the Ultralink Dread found. However, the second the beam made contact with it, an enormous flash of energy erupted from the point of contact. The flash was followed by a wall of red and blue energy that consumed Max and Steel, the heroes didn't even have time to protect themselves before they were enveloped by the energy. The energy kept going, coming out of Dread's base where it swept across everything, including Max's Turbo Car. The brightness of the light nearly blinded every N-TEK agent in the surrounding area and deafened them by the following bang.

Slowly, the light began to die down and the beam in the sky began to retract before it vanished entirely.

Figuring it was safe, C.Y.T.R.O. flew back to the entrance to the base, a large chunk of the mountain was completely gone before setting down both Molly and Forge.

"Max?" called out Molly as she began looking around the destroyed room, "Max where are you?"

"Berto, you better have a very good reason I shouldn't court-martial you for insubordination!" demanded Forge as he glared at C.Y.T.R.O..

Before Berto could answer, Jim spoke up for the man, having the transport he was in for the majority of the mission come in closer while Kat and Jefferson's jump jets landed nearby, "He was listening to his best friend, Forge. Max wanted to make sure you were safe and out of danger before he and Steel destroyed the machine."

"That's good and all, but where's Max and Steel?" asked Jefferson, immediately noticing they were missing two heroes.

"Max?" called out Kat as she and Molly began to call out his name.

"Berto, run a scan of the surrounding area," requested Jim turning to C.Y.T.R.O..

"Right," C.Y.T.R.O. nodded before it flew up into the air to get a better angle to scan the immediate area. It was only after a few seconds before C.Y.T.R.O. let out a beep, "That… doesn't make any sense."

"What doesn't make sense?" demanded Forge narrowing his eyes at C.Y.T.R.O..

"I'm not getting any readings of either Max or Steel," explained Berto, his tone of voice timid.

"Berto," Molly said slowly as she approached C.Y.T.R.O., the robot taking a step back as if it was afraid itself, "Where's my son?"

"I…," Berto trailed off for a second before letting out a regretful sigh, "I don't know."

Molly choked back a sob, her eyes welling with tears before she stumbled back, Jim catching her before she fell down. Soon, Molly began to let out a series of sobs, tears coming from her eyes as Jim held her close. Forge turned away as he muttered a few words mainly to himself while Kat covered her mouth to prevent her own cry. Jefferson came over to give her a hug.

While this was going on Berto noticed something through C.Y.T.R.O.'s camera.

It was a small screen that somehow still had power to it. It was flickering on and off as the robot approached. Kneeling down so that he could see it better, Berto stared at the screen, his eyes widening at what he saw on it.

'Teleportation successful.'


"I have a bad feeling about this."

"There's always a bigger fish."

"You refer to the prophecy of the one that will bring balance to the force."

"The boy is dangerous."

"Now this is Podracing."

"We will be watching your career with great interest."

"Guess I was wrong. There was no danger at all."

"A surprise to be sure, but a welcome one."

"I don't like sand."

"I have waited a long time for this moment, my little green friend."

"This is where the fun begins."

"A fine addition to my collection."

"What about the Droid Attack on the Wookies?"

"Unlimited power!"

"Henceforth, you shall be known... as Darth Vader."

"I will do what I must."

"From my point of view, the Jedi are evil!"

"Then you are lost!"

"You underestimate my power!"

"It's over, Anakin! I have the high ground!"

"For reasons we can't explain, we are losing her."

"Luke."

"Leia."

"This is Master Obi Wan Kenobi. I regret to report that both our Jedi Order and the Republic have fallen, with the dark shadow of the Empire rising to take their place."

"Who is that kid?"


These were all voices that Max heard as he fell for... he doesn't know how long or how fast, just that he was falling through a... blue light tunnel? However, this didn't last very long before the young man's back hit the ground, following a bright flash of light. Clenching his eyes shut, Max groaned as he rolled on his back a little, all of his body felt sore, like he had just been through Uncle Ferrus's hardest training simulation and then was curb stomped by Makino and Morphos.

"Ugh... why is it whenever there's an explosion, everything feels wonky?" groaned Max as he held his head.

"Because it would be pretty weird if you felt good after being blown up," commented Steel as he hovered over Max, rubbing the top of his head with his little arm.

"True," the young adult said in agreement as he sat up, his helmet retracting so he could nurse his aching head.

"Uh... Max?" said Steel, hovering a bit higher up.

"Yeah?"

"Do you know where we are?" asked the Ultralink as he looked around the area they were in.

"Huh? What do you…," Max trailed as he finally realized where they were, or rather they were not.

Right now, they weren't in Dread's base, or really anywhere near that. Instead, they appeared to be outside somewhere, but this place was extremely gloomy, like the sky was a very muddy brown color, not like the blue skies he and Steel were used to. More over, their surroundings were very different, being filled with mountains, a larger pit not far from where he and Steel were, and also the fact they were in what appeared to be a mine of sorts.

"Where are we?" Asked Max as he got to his feet.

Before either the young adult and Ultralink could say anything else, the two heard footsteps and voices approaching.

"Go Turbo: Stealth!" Max whisper-shouted and crossed his arms quickly. Steel immediately got into position and connected with Max's chest just as he uncrossed his arms.

A flash of T.U.R.B.O. Energy followed and the Base Steel Suit broke apart before merging together to form a black version of Base Suit, with some minor changes in the visor, abdomen, and color scheme. The suit then turned completely translucent before vanishing entirely from sight. Just in time as well because from around the corner, Max and Steel saw two armed soldiers come around a corner. They were wearing completely white armor over some sort of body glove. They also carried some kind of firearms.

"How many more times are we gonna have to patrol this sector?" Complained one of the soldiers as the walked passed an invisible Max Steel.

"Until the worker transfer is complete," replied the other soldier glancing over his shoulder, "Agent Kallus warned command of a possible rebel strike during the transfer."

The two soldiers kept walking by, exchanging conversation as they did so. As soon as they were out of sight, Max let out the breath he didn't realize he was holding.

"Steel, where are we?" whispered Max, wanting to be absolutely sure they knew where they were.

"I'm getting a lot of communication traffic, but none of it is N-TEK or any other military frequency on Earth," replied Steel as he picked up lots of different messages and communications, "Getting lots of references and mentions of 'Imperial,' 'Empire,' and 'Kessel.' Don't think we're in Kansas any more, Max."

"That doesn't really help us all that much, Steel," sighed Max with a bit of annoyance.

"If it helps, the name 'Kessel' does ring a bell for me," added the Ultralink, racking his memory banks for details on how it sounds familiar to him, "Not quite sure in what way yet, but it'll come to me."

"It's a start," replied the young man as he began sneakily following the soldiers from earlier, "Let's see if we can learn more from those soldier guys."

Keeping his distance from the armed soldiers, Max Steel carefully navigated the area, seeing that wherever he and Steel were, it was definitely an industrial complex. He also noticed that more white armored soldiers were present, plus several vehicles, or what Max assumed were vehicles. Keeping his head on a swivel, the young man made extra sure not to accidentally run into a soldier. However, he paused when something specific caught his attention.

"The new shipment of Wookiees is scheduled to arrive any minute now," informed one soldier who was holding some kind of tablet.

"Let's hope this batch lasts longer than the previous ones," commented another soldier.

"'Wookiees?' I swear, I've heard that name before," muttered Steel as he thought hard about where he heard that before.

Max made his way over to a couple of crates to use as cover, despite being invisible, it was still a force of habit when it came to stealth. However, from where he was, Max spotted several furry creatures leaving what looked like some kind of spaceship. All of them were handcuffed and gathered up by the soldiers.

"Steel are those...?" Max trailed off, putting together what those other soldiers meant by 'workers' he heard about earlier.

"Max, I think I know where we are!" stated Steel, seeing the furry creatures themselves jogged his memory enough to put together where they are, "We're not on Earth anymore!"

"What was your first clue, contraption obvious?" Demanded Max sarcastically as his internal anger started to rise when he put together that the men in white armor were using the Wookiees for slave labor, "We gotta help them."

"Where are we supposed to take them, Max?" inquired Steel, reminding the young hero that they basically had no resources at all, they still didn't even know for sure where they were, "We don't exactly have many options to help them."

"Well we can't just leave them like this, who knows what's in store for them," countered Max.

Before Steel could make another argument that without a means of getting them off this planet, or at the very least away from this facility, the Ultralink saw that one Wookiee was much smaller in the group. The young creature let out a small roar, getting the attention of one of the larger Wookiees, who rubbed his head gently, to comfort the little Wookie somewhat. The moment was interrupted when one of the soldiers ordered the Wookiees to keep moving, not even giving them the chance to comfort one another.

"Let's make these guys cry," stated Steel with determination, deciding that logic wasn't the main concern anymore.

Moving out of cover, Max Steel crossed his arms over his chest, "Go Turbo: Strength!"

The young hero shouted as he uncrossed his arms and his entire body lit up in blue light as Stealth Mode broke apart into hundreds of little pieces. The burst of light caught all the soldiers off guard, as well as the Wookiees, who shielded their eyes from the intensity of the light. A second later, the pieces of the Suit remerged together forming into Strength Mode. Once the suit had solidified, Max Steel charged towards the closest soldier.

"What the-ah!" Started one of the soldiers, but was cut off when Max Steel threw an upper cut, punching the man into the air.

"Didn't you hear, guys?" Said the hero as he turned to another soldier and grabbed his arm and hurled him into a shipping container, "Slavery isn't cool!"

Max Steel then charged towards a few other soldier, who finally got their focus and fired on the hero. However, whatever they were firing didn't have nearly enough power to penetrate Strength Mode's defenses. The hero closed the distance between him and the soldiers shooting him and punched the soldier to the side before kicking the other in the chest, shattering his chest plate and sending him flying back.

"Steel, see if you can get those cuffs of the Wookiees," said Max as he looked over at the Wookiee's.

"You got it," replied Steel as he disconnected from Max's chest in a burst of T.U.R.B.O. Energy and flew over to the Wookiees, who seemed a bit confused by what was happening and the sudden appearance of Max and Steel. However, as the Ultralink got close, a few growled and roared defensively.

"Woah, woah, woah, guys!" Said Steel placatingly as he flew a bit closer, "Just gonna get those cuffs off you."

However, over to the closest Wookiee, Steel fired a concentrated blast of energy at the cuffs link, breaking them apart. The Wookiees looked on in surprise at how easily Steel was able to break their binders. Steel went around, breaking the over cuffs, until the ground heard an alarm start blaring and from the facility, several soldiers came rushing out, weapons at the ready.

"Steel, we got company!" Max, rushing over to put himself between him and the Wookiees.

"Almost done!" Replied Steel as he was finishing up with the last few cuffs.

Max was ready to charge towards the soldiers, but before he could, a blast struck the ground in front of the soldiers, causing a small explosion. The blinked in surprise as he heard two more shots sound, followed by two more explosions, blasting more soldiers to the ground. Looking up, Max saw a ship come flying down through the clouds before passing over.


On board the heavily modified VCX-100 light freighter, affectionately named the Ghost, Hera Syndulla piloted the ship down through the atmosphere of Kessel and toward the coordinates where the Wookiee slaves were being held. Being in a Rebellion, the Twi'lek freedom fighter knew she had to expect things to not always go to plan. In fact, she fully anticipated things to get hectic when fighting the Empire, but she honestly never thought she would experience so many changes or developments in the last few missions she the Specters had been through.

Ranging from picking up and orphan boy from Lothal, who originally stowed away on her ship, to rescuing that boy from a mission that turned out to be a trap, and finally getting things on track to help rescue the Wookiee slaves. It was definitely a day for changing events and developments, but when the mining facility came into view, she didn't expect to see someone had beaten them there and was already freeing the Wookiees.

Regardless of whoever that person was, he was helping free the Wookiees and that alone earned him some supporting fire when she saw more soldiers converge on the landing deck. Firing a quick volley, Hera took out the Stormtroopers before flying back around.

"Specter One to Ghost, we good for landing?" requested a male voice through the comms.

"Ghost to Specter One, we're clear for landing, but be advised, we have an unexpected guest who beat us here," replied Hera, using her codename when doing missions.

"Friendly?"

"Not sure, but they are freeing the Wookiees," informed Hera as she brought the Ghost around to the landing deck and had a clear view of the individual taking on the Stormtroopers while some kind of droid was freeing the Wookiees from their binders, "Give them some help, but stay cautious."


"Copy that, Ghost," replied Kanan Jarrus from the Ghost's cargo hold. Putting his comm away, he made his way to the boarding ramp with Specters 4 and 5, and Ezra Bridger, "Listen up, we're cleared for landing, but it looks like we may have company who beat us to the Wookiees."

"Someone's already freeing them?" Asked Ezra, a young human boy with blue eyes, dark blue hair, and light skin.

"Looks that way," replied Kanan, as he got to the front of the line at the boarding ramp, "But play it safe, in case our mystery friend turns out to be hostile."

"As if we didn't have enough surprises today," grumbled Garazeb 'Zeb' Orrelios, aka Specter 4, a male Lasat who was the tallest member of the Ghost crew. He held his AB-75 model Bo-Rifle in its rifle configuration.

"No one ever said being a rebel would be boring," commented Sabine Wren, aka Specter 5, a former student from the Imperial Academy, but now Mandalorian explosive artist. She held her twin Westar-35 blaster pistols at the ready.

"Just be prepared for worst case scenario," advised Kanan as he drew his blaster pistol and got ready to charge out.

Without another word, the boarding ramp opened up and the Specters, with their plus one, came rushing out, firing on the Stormtroopers. Their sudden appearance in the firefight caught the Imperial soldiers off guard, as a few tried to turn their fire on them, but the mystery man wasn't giving them a second to think as he punched and threw whatever Stormtrooper got within his reach. The Specters quickly took cover behind some crates and continued providing covering fire for their potential ally.

"Well, he's pretty big," commented Ezra, looking on in amazement at how easily this stranger quite literally, tossed the Stormtroopers around.

"More than likely just the armor," commented Kanan as he shot a few more Stormtroopers. However, a second later, he ducked to avoid a Stormtrooper that was sent flying towards them unconscious. The man let out a pained moan as the entire front of his helmet was shattered.

"You sure about that?" Inquired Zeb as glanced at Kanan.

"Well, whoever he is, he's almost taken out all of the bucketheads," pointed out Sabine, firing his blaster pistols in unison. Sure enough, the stranger was almost done with the Stormtroopers, grabbing one by the arm and hurling him into two other troopers.

"Makes you almost feel bad for them," commented a new voice near the Specters. All of them looked over to see a small blue, white, and black droid hovering near them behind cover. The droid used one of his arms to give a friendly wave, "This may not be the time, but who are you people and what are you doing here?"

"Who-what are you?" Asked Ezra, having never seen a droid like this.

"My name's Steel, and my friend over there is Max," replied Steel as he then pointed over to the brute punching another Stormtrooper aside.

"How'd you two get here?" Asked Sabine, continuing to fire her blaster pistols.

"Long story, which we'll explain later," answered Steel, as he pointed over to the Wookiees, "Right now, I really hope you have enough room on your ship for them, cause Max and I don't have a ship to get them out of here."

"He's right, we need to get the Wookiees onto the Ghost before more Imperials come," stated Kanan, firing his blaster a few more times.

"Well, it should be way easier now," pointed out Ezra, watching as Max slammed the last Stormtrooper into the ground, knocking him unconscious from the impact.

"Plus, I got rid of the Wookiee's cuffs, so they are free and ready to blow this dustball," added Steel as he hovered out from cover, "Still didn't get your names yet, or who you guys are."

"Well introduce ourselves to your friend when he comes over," said Sabine as she and the other Specters stepped out from their cover and made their way over to Max, who was dusting off his hands.

"I almost feel bad for them," commented Max as he massaged his wrists.

"Got some nice punches there," complimented Zeb, impressed by the hero's brawling, plus, only he could boast about taking on several Stormtroopers at once.

"Thanks," replied Max as he turned to look over at the approaching Specters and Steel, "Steel, you make some new friends?"

"You could say that," confirmed the Ultralink as he pointed over to them, "Didn't catch their names yet, but they wanted to introduce themselves to you."

"Right," nodded the young man as he looked over at them.

"Thanks for helping free the Wookiees. My name is Kanan. This is my crew: Zeb, Sabine, and Ezra," Kanan introduced himself as he holstered his blaster and gestured to each Specter and Ezra.

"Nice to meet you guys," greeted Max as he looked them over, "My name is Max, and you've already met Steel."

"I've never seen armor like that before," said Sabine, looking on in intrigue at Max's suit, having never come across anything like this before.

"Not surprising, Max and I aren't from around here," confirmed Steel as he hovered beside his best friend, "In fact, we aren't even from this planet or even galaxy."

"Hold on," cut in Zeb, frowning at that revelation, "'Not from this galaxy?' What is that supposed to mean?"

"Wait, are you, Steel?" Asked Max, looking over at the Ultralink in confusion.

"I'm certain Max," replied the Ultralink, "We're a looooong way from home."

"If you guys aren't from this galaxy, how'd you get here?" Asked Ezra, his curiosity piqued quite a bit.

"It's... complicated," sighed Max, knowing that a really big headache was coming his and Steel's way.

Before anyone could ask any more questions, the heard the roar of several engines from behind the Ghost. Looking up, they saw five TIE-Fighters come screaming up behind the ship, firing green bolts of energy at the ship's engines. The bolts smacked against the ship's shields. Red bolts were fired in response from the Ghost's aft blasters, destroying one of the fighters.

However, the moment the burning fighter disappeared into the darkness of the mine, an Imperial Gozanti-Class Cruiser emerged from the smoke. It's twin barrel turret swiveling around and fired on the Specters, Max, Steel, and Wookiees. Everyone was able to get to cover before the shots could hit them. Not wanting to get shot down, the Ghost pulled away, the TIE-Fighters flying after them in pursuit. As the Ghost flew off, the Gozanti landed on the mine's deck. Once it landed, an elevator opened from the underside of the ship and a man wearing grey armor emerged, as well as several more Stormtroopers.

"Take them down!" shouted the officer, to which the Stormtroopers open fired on them.

"Hey, if we survive this, mind if we hitch a ride with you?" Asked Max as he used Strength Mode's bulky frame as a makeshift shield between him and the Wookiees.

"Think you can take out a couple dozen more of these guys?" asked Sabine, firing her blasters.

"Is that even a question?" Smirked Max behind his mask. Spinning around, the hero charged towards the Stormtroopers, who all concentrated their fire on him.

"Kinda glad someone's bigger than me," Zeb commented as he and the other Specters ran for cover, "Mean's I'm getting shot at less."

"Don't worry, there's still plenty of other bucketheads to shot at us," reminded Sabine as she continued firing her blasters. During the fire fight, the little Wookiee was both scared and confused at what was happening and tried to make a run for it. The child's father notice this and tried to go after him only to get shot in the arm.

One of the Stormtroopers seemed to notice the fleeing alien child and chased after him. Zeb helped the father up and get back toward the barricades they'd made for themselves. Ezra noticed the young one running away only to make his way to the barriers.

As this happened, Max was using Strength Mode quite effectively, punching, tossing, and generally beating down the Stormtroopers that came his way. However, the constant blaster fire was starting to wear down the armor, not to mention, his T.U.R.B.O. Energy reserves were still mostly drained from his battle with Dread, the Elementors, and his other villains.

"Max, armor integrity is degrading," informed Steel, who had taken cover with the Specters, not linking with Max before he ran off, "T.U.R.B.O. Energy levels are also looking low from our throw down with Dread and the others."

"Copy that, Steel," replied Max as he turned back and headed for cover. As he ran back, Steel flew over and connected with his chest in a burst of energy. The hero then jumped over some crates, Strength Mode light up brightly, catching the Specters off guard as Max was now roughly the same height as Sabine, if only now slightly taller.

"What just happened?" Demanded Zeb, looking over at Max in confusion, "How'd you do that?"

"Running low on power, couldn't maintain Strength Mode for much longer," explained Max, as he looked over at the Specters.

"Well, I hope you can recharge fast, cause we're cornered," stated Sabine, firing her blaster at the approaching Stormtroopers. As if things couldn't get any worse, Kanan's comm link let out a beep.

"I can't maintain position!" Informed Hera through the comm.

"Go!" Ordered Kanan, taking out the device to make his reply, "Lead the TIEs away and give yourself maneuvering room!"

"I am not leaving you behind!" Snapped Hera, not willing to abandon her team and family.

Kanan then thought of what to do when he noticed an empty crate, "No, you're not! We're running a 22 pickup!"

Sabine and Zeb seemed to be against that idea with the former giving him an incredulous look, "Seriously?"

Kanan then turned towards her, "You've got any better ideas?"

"Jump into the pit now, and get it over with?" Zeb offered a suggestion.

"I think he was hoping for ideas where we are still alive," pointed Max, resulting in Zeb letting out a growl.

"All right, I'll be back. Make sure you're ready," sighed Hera, not exactly thrilled about the plan that Kanan came up with. However, they didn't exactly have many other choices at the moment.

"'22-pick up?' Care to let me in on the secret?" Demanded Ezra, having no idea what they were planning.

"Just go with it," said Max glancing over at Kanan, "Really hope you know what you're doing."

"Kid, I'm about to let everyone in on the secret," revealed Kanan as he stepped out from the crates that acted as his cover.

Fearlessly, he walked into the incoming fire, leaning just slightly to avoid some blaster shots that came his way. The officer raised an arm to a ceasefire, thinking he was surrendering. That was the case as Kanan then took two objects from his belt and connected them them together. Pressing a button the on the device, a long blue blade of light came from the hilt as he flourished the blade around before getting into a battle stance.

"Woah!" Breathed Ezra in amazement, meanwhile Max and Steel looked on with curosity.

"Wait... plasma based retractable sword?" muttered the Ultralink, some more details coming together.

The eyes widened in horror as most of his squad seemed to be uneasy by this new threat. First the armored warrior and now this?! The officer regained his focus as he ordered, "All troopers, focus your fire on... on the Jedi!"

Without question, the Stormtroopers open fired on Kanan, who effortlessly twirled the sword around, deflecting the blaster bolts with ease, even deflecting several shots back at the stormtroopers. As this was happening, some of the Wookiees had grabbed a few loose blasters and began firing on the stormtroopers also.

However, Kanan wasn't planning on sticking around to show off. Glancing over his shoulder, he looked back at the other Specters, "Time to go!"

"Right!" nodded Zeb as he helped one Wookiee to his feet before shouting, "Everyone, into the container!"

The Lasat more or less dragged the Wookiee with him, but Max noticed that the former prisoner looked very distressed, and not about the situation. He didn't figure out what it was, not when the hero saw the Ghost come flying back in with several TIE Fighters hot on it's tail.

"Steel, we got enough power for Flight Mode?" Asked Max, not sure how much T.U.R.B.O. Energy he had left, but was certain he could power Flight Mode.

"We got enough in the tank," replied the Ultralink, quickly checking their energy levels.

"Good," said Max before he ran over to Sabine, who was helping some more Wookiees into the crate, "Hey, I'm gonna give your ride some extra help."

"Thought you were out of power?" Reminded Sabine, glancing over at him, "Besides, how are you gonna do that?"

"Watch a learn," replied Max, smirking behind his helmet and ran over to ledge, jumping off the railing, he crossed his arms, "Go Turbo: Flight!" Shouted Max as he uncrossed his arms and his entire body lit up with a bright cyan blue, pieces of the Steel suit breaking apart before reforming into the Turbo Flight Mode. Sabine watched in shock as Max shot off into the air and headed for the closest TIE-Fighter.

While this was happening, Ezra was turn between two decisions. All his life, he's been on his own, having to make decisions that benefitted him only. Growing up on the street, you learn that you can only really help himself, but now he had a choice: he could save himself, or go back and rescue the Wookiee child that had been separated from the other Wookiees. Looking at the Wookiee father, seeing the desperation in his actions, he had to do something. Max was busy dealing with the TIE Fighters, Zeb and Sabine were helping the Wookiees into the container, and Kanan was providing cover for them.

He was the only one who could do anything for that child.

In that moment, Ezra decided to make a choice not for his benefit, but for the god of that Wookiee child. Running out from cover, the Lothal orphan ran off in the direction where he last saw the Wookiee child. As he ran, two people saw him go, the Imperial Agent and Zeb.

"Kid, stop!" Shouted the Lasat, watching Ezra run off, "Karabast! I swear, if he's left behind again, it's not my fault!"

Up in the air, Max was right behind the TIE Fighters and closing in fast, kind of surprised by how slow the fighters were.

"Seriously, you'd think these things were faster," commented Max, noticing that he was barely putting any power into Flight Mode.

"Yeah, the jump jets N-TEK use are faster than these things," said Steel in agreement.

"Still, no sense in putting things off," sighed Max as Steel disconnected from the chest plate and the hero took hold of both the Ultralinks arms, "Don't destroy them, just knock them out of the air."

"You got it," said the alien robot as his central eye glowed brightly before a beam of blue energy shot out.

The beam hit the left engine on one of the fighters, causing it to smoke and lose altitude. Max then shot forward and did the same with the other two TIE Fighters, shooting them down with ease. With the fighters down for the count, Max flew alongside the Ghost and right up towards the cockpit window. Flying in close, the hero knocked on the window, surprising Hera and a garbage can-looking robot.

"Hey!" Greeted Max with a friendly wave, "Fighters are taken care of."

The Twi'lek woman gave the hero a thumbs up as she then guided the ship down to wear the shipping container was located. Coming in with expect control, Max heard a loud clank as the container where the Wookiees were held in connected to the ship.

"Looks like we got everyone," noted Max, unaware that they were actually missing two.


Bellow the landing deck, Ezra was running after a Stormtrooper who was hot on the heels of the Wookiee child. How he didn't get lost, Ezra didn't know or really care, he was just glad he managed to catch up to the two. Getting close enough for the trooper to hear, Ezra shouted at the soldier, "Hey!"

Coming to a stop, the Stormtrooper took aim at the young boy. Crouching down low, Ezra waited for the right moment before he leaped up into the air, dodging the shot. However, he jumped way higher than any human is capable of doing. He flipped over the trooper, who looked on in shock and surprise at how high the kid jumped. Ezra used that surprise to his advantage when he landed by the Wookiee child. Quickly taking aim, Ezra used his electric slingshot and fired three electric balls at the trooper in rapid succession. Each shot hit the trooper before the third ball knocked him over the railing.

"Got yah!" Cheered Ezra as he looked over at the Wookiee child who jumped with joy.

"It's over for you, Jedi!" Shouted a voice from behind Ezra, who spun around to see the Imperial Agent from earlier had followed them, blaster pointed right at the boy, "A master and an apprentice; such a rare find these days."

"I don't know where you get your delusions, bucket head," stated Ezra putting himself beaten the wookiee child and the agent, "but I work alone."

"Not this time!" Shouted Kanan, catching the attention of both Ezra and the agent who looked to see the Jedi standing ontop of the Ghost's upperhull.

With him was Max Steel, in the Base Steel Suit, having run out of power. The imperial agent immediately turned the blaster towards Kanan and fired at the man, but he easily blocked and reflected the shots back at the agent. One shot struck the Imperial Agent and knocked him off the walkway.

"It's now or never, guys!" Shouted Max, gesturing for them to get on the ship.

The ghost flew lower, allowing both Ezra and the Wookiee child to jump on. Once they were onboard, the four quickly got inside the ship as it took off, flying up in the upper atmosphere to leave the planet, Kessel. Watching them leave, the Imperial Agent, Alexsandr Kallus was clinging underneath the balcony, frowning in anger as the rebels escaped.

"First Jedi you've ever seen, sir?" Asked a voice from bellow Kallus.

Looking down, the ISB Agent saw the Stormtrooper Ezra shot off the ledge earlier. Frowning in anger, Kallus kicked the trooper in the head, knocking the poor man off and watched him fall to his death. Today was a day he didn't think to ever expect, coming across a Jedi was one thing, but the other one, in the strange suit was a completely different matter. In some way, he had a feeling that however that person was, he would prove to be as dangerous or even more so than the Jedi.


Inside the Ghost, Max followed Kanan and Ezra as they helped the Wookiee child reunite with his father. Seeing the elder Wookiee, the younger ran towards his parent with joy. The two embraced each other in a tight hug. Max smiled behind his helmet, glad he could help them out.

"Looks like things worked out pretty well," noted Steel, disconnecting from Max's chest in a burst of energy.

"You can say that again," said Max in agreement, folding his arms.

"Thank you, for helping us," said Kanan, resting a hand on Max's shoulder, "For helping them."

"It was the right thing to do," replied the young man as he glanced over at the Jedi.

However, a sudden wave of exhaustion hit Max, prompting him to lean on the guard railing, "You have anywhere I could pass out for a little while? You would not believe the day Steel and I have had."

"I think we'd all like to hear about that day," spoke Sabine as she climbed the ladder, her fascination in technology and weaponry coming out in full force, "Like, who are you two, and what did your droid mean by you two aren't from the galaxy?"

"How about I start with my full name," offered Max, his exhaustion catching up to him now, he then glanced over at Steel, clearing his throat, "Hey Steel?"

"Yeah?" Replied the Ultralink, turning to his best friend.

"Would you, uh?" The hero tapped on his helmet.

"Really?" Said the Ultralink, a little surprised that Max would do that with people they don't know, granted, they did let them hitch a ride on their ship, "You sure?"

"Little trust can go a long way," shrugged Max.

"If you say so," replied Steel as moments later, the young man's helmet retracted to reveal his face to the Specters.

The group looked on in surprise to see Max's face, "My full name is Maxwell McGrath, and this Steel, or N'Baro Aksteel X377," introduced Max, as he gestured to the robot, "And like Steel mentioned earlier, we're not from around here."

"Oh, great," moaned Zeb with annoyance, "We've got another kid."

To Be Continued...


Author's Notes.

Yes, I reused the opening from Turbofied to pad this chapter. No, I don't regret doing so. Is it lazy? Yes. Is it a good opening? Absolutely. In any case, this is an idea I entertained a while ago, but never got around to writing it. I think it has definite potential. First things first, unlike other stories, this isn't a different universe/crossing over dimensions stories like I normally do. In this story, Max Steel and Star Wars exist in the same universe. I have plenty of ideas for this story, not to worry. I won't spoil them, so just look forward to what is to come with curiosity.

In any case, leave a comment, say what you think about this story, what you hope to see, etc.